19 th. Annual Report NCC BLUEWATER PRODUCTS LIMITED

Transcription

1 19 th Annual Report NCC BLUEWATER PRODUCTS LIMITED

2 BOARD OF DIRECTORS Dr. G SUBBA RAO Sri. U JAYACHANDRA Sri Y D MURTHY Sri. J S N RAJU (Wholetime Director) Registrars and Share Transfer Agents Karvy Computershare Private Limited, Plot No Vittal Rao Nagar, Madhapur, Hyderabad REGISTERED OFFICE NCC House Madhapur Hyderabad PROJECT OFFICE Chandanada Nakkapalli Mandal Visakhapatnam Dist Andhra Pradesh BANKERS State Bank of India Syndicate Bank AUDITORS M/s.M.Bhaskara Rao &Co Chartered Accountants , 5-D, Fifth Floor Kautilya, Amrutha Estates Somajiguda, HYDERABAD NINTEENTH ANNUAL GENERAL MEETING ON FRIDAY, THE 28TH SEPTEMBER, 2012 AT A.M SRI SAGI RAMAKRISHNAM RAJU COMMUNITY HALL, MADHURANAGAR, HYDERABAD During the year the Company s Equity Shares have been admitted in National Securities Depository Ltd and Central Depository Services (India) Ltd for Dematerialization vide ISIN No.INE630N Shareholders are requested to send Demat requests through their respective Depository Participants to the Registrars M/s.Karvy Computershare Private Ltd. NOTE : NO GIFTS WILL BE DISTRIBUTED AT THE AGM

3 Notice is hereby given that the 19th Annual General Meeting of the Company will be held on Friday, the 28th September 2012 at A.M at Sri Sagi Ramakrishnam Raju Community Hall, Madhuranagar, Hyderabad to transact the following items of business: I. ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Accounts of the Company for the year ended 31st March, 2012 together with the Reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Sri U Jayachandra, Director who retires by rotation and being eligible offers himself for reappointment. 3. To consider and if thought fit to pass with or without modification, the following resolution as an Ordinary Resolution. RESOLVED THAT M/s.M.Bhaskara Rao & Co., Chartered Accountants (Registration No S) be and are hereby reappointed as Auditors of the Company to hold office from the conclusion of the 19th Annual General Meeting until the conclusion of the next Annual General Meeting at such remuneration as may be determined by the Board of Directors of the Company. II.SPECIAL BUSINESS 4. To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 163(1) and other applicable provisions, if any, of the Companies Act, 1956, the register of members, index of members, the register and index of debenture holders, if any, and copies of all annual returns prepared under Section 159 and 160 of the Companies Act, 1956, together with copies of certificates NOTICE and documents required to be annexed thereto under Sections 160 and 161 of the Companies Act, 1956, be kept at the office of the Registrar and Transfer Agent of the Company viz., M/s.Karvy Computershare Private Limited, Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad and at such other places where the Registrar and Transfer Agent as appointed by the Company from time to time may have its office, instead of at the Registered Office of the Company. RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorised, to do all such things and take all such actions as may be required from time to time for giving effect to the above resolution and matters related thereto. By Order of the Board For NCC Bluewater Products Limited Place: Hyderabad Date : Sri J S N Raju Wholetime Director NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such a proxy need not be a member of the Company. Instruments of proxies in order to be effective must be deposited at the Company s Registered Office at NCC House, Madhapur, Hyderabad not less than forty-eight hours before the meeting. 2. The register of Members and the Share Transfer books will remain closed from 22nd September, 2012 to 28th September, 2012 (both days inclusive). 3. Members / proxies are requested to bring annual reports along with them to the meeting. 4. All communication relating to shares are to be addressed to the Company / Registrars 3

4 i.e. M/s. Karvy Computershare Private Ltd, Plot No: 17-24, Vittal Rao Nagar, Madhapur, Hyderabad quoting your Client I.D together with DP I.D / Folio No. 5. Members are requested to notify immediately any change of address or bank mandates to the Depository Participants (DPs) in respect of their holdings in electronic form and to the Registrars of the Company M/s. Karvy Computershare Private Ltd, Plot No: 17-24, Vittalrao Nagar, Madhapur, Hyderabad in respect of their physical share folios, if any. 6. A Member desirous of seeking any information/clarification on the accounts or operations of the Company is requested to forward his/her query to the Company at least seven working days prior to the meeting, so that the required information can be made available at the meeting. 7. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact the Company or M/s. Karvy Computershare Private Ltd for assistance in this regard 8. Re-appointment of Director At the ensuing Annual General Meeting, Sri U Jayachandra, Director retires by rotation and being eligible offers himself for re-appointment. The relevant information as required under clause 49 of the Listing Agreement concerning Corporate Governance Code in respect of re-appointment of Director is given below for the information of the shareholders: Sri U.Jayachandra holds a Bachelor s degree in Mechanical Engineering and has experience of around 15 years in the areas of prawn and fishery products. He was earlier associated with M/s. DCL Maritech Ltd., as in-charge of the processing plant. ANNEXURE TO NOTICE: Explanatory Statement pursuant to the provisions of Section 173 (2) of the Companies Act, As required under Section 173(2) of the Companies Act, 1956, the following Explanatory Statement sets out all material facts relating to the Special Business specified in item no(s) 4 of the Notice of the Meeting. As required under the provisions of Section 163 the Companies Act, 1956, certain documents such as the Register of Members, Index of Members and certain other registers, certificates, documents etc., are required to be kept at the registered office of the Company. However, these documents can be kept at any other place within the city, town or village in which the registered office of the Company is situated, with the approval of the members to be accorded by a special resolution. The shares transfer agents registered under the SEBI (Registrar to an Issue and Share Transfer Agent) Regulation, 1993, as amended, provides the depository related services for the shares held in dematerialised form and also acts as the Share Transfer Agent for the shares held in the physical form. Hence, the approval of the members is sought in terms of Section 163(1) of the Companies Act, 1956, for keeping the aforementioned registers and documents at the office(s) of the registrar and transfer agents ( RTA ) as may be appointed from time to time. Currently M/s. Karvy Computershare Private Limited, Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad are acting as the RTA for the Company. None of the Directors is concerned or interested in the said resolution. The Directors recommend the said resolution proposed vide Item no. 4 to be passed as special resolution by the members. By Order of the Board For NCC Bluewater Products Limited Place: Hyderabad Date : Sri J S N Raju Wholetime Director 4

5 To The Members, NCC BLUEWATER PRODUCTS LIMITED DIRECTORS REPORT Your Directors present the 19th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31,2012. FINANCIAL RESULTS (` in Lakhs) PARTICULARS Year ended Year ended Gross Income Loss before Depreciation and taxation (13.86) (20.28) Depreciation Provision for Tax (57.04) - Profit / Loss after tax (109.75) (59.16) Add balance of loss brought forward from previous year ( ) ( ) Balance of Loss carried forward ( ) ( ) Paid-up equity share capital Reserves excluding Revaluation Reserves REVIEW OF OPERATIONS: The Indian Aqua Industry continued to pass through a difficult period. During the year under review, your Company had earned a Gross Income of ` 3.64 lakhs including lease related of ` 3.15 lakhs. In view of the not so favourable situation prevailing in the aqua industry, the company is considering various possibilities to restructure its business operations. COMMENTS OF AUDITORS: The observations / comments made by the auditors in their report attached, have been suitably clarified / explained under the Notes to the Accounts. CORPORATE GOVERNANCE: In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report. DIRECTORS: Sri U Jayachandra, Director retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment. 5

6 AUDITORS: M/s.M.Bhaskara Rao & Co., Chartered Accountants the retiring Auditors of the Company being eligible have offered themselves for reappointment as Auditors to hold office upto the conclusion of the next Annual General Meeting. EMPLOYEE RELATIONS: Relations with the employees continued to be cordial. Your Directors place on record their sincere appreciation of the services rendered by all the employees of the Company. DISCLOSURES: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS The company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. During the year under review there were no transactions involving foreign exchange inflow / outflow. The Company had no employee whose remuneration exceeds the limit fixed under Section 217(2A) of the Companies Act, Therefore, there are no particulars furnished under Section 217(2A) of the Companies Act, DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state that a) in the preparation of the annual accounts for the year ended March 31, 2012, applicable accounting standards have been followed along with proper explanations relating to material departures; b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the loss for the year ended on that date: c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and d) the accounts for the year ended March 31, 2012 have been prepared on a going concern basis. ACKNOWLEDGEMENTS: Your Directors place on record their gratitude for the cooperation and valuable support received from the Banks, the State Government, shareholders of the company and look forward for the same in greater measure. For and on behalf of the Board Place : Hyderabad J S N Raju U JAYACHANDRA Date: Wholetime Director Director 6

7 REPORT ON CORPORATE GOVERNANCE In compliance with Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company hereby submits the report on the matters as mentioned in the said clause. 1. PHILOSOPHY OF THE COMPANY ON THE CODE OF GOVERNANCE: The Company aims at achieving transparency, accountability and equity in its operations, and in interactions with the stakeholders, including the shareholders, employees, government, lenders and other constituents while fulfilling the role of a responsible corporate representative committed to good corporate practices. The Company is committed to achieve the good standards of Corporate Governance. 2. BOARD OF DIRECTORS: As on 31st March, 2012 the Board of the Company consists of Four Directors. The details of the Composition and Category of Directors, number of Board Meetings held during the year, attendance of the Directors at the Board Meetings and other Directorships held by the Directors are as follows: Name Category Designation Sri J S N Raju Sri U Jayachandra, Dr. G Subba Rao Sri Y D Murthy Promoter Independent Director Independent Director Independent Director Wholetime Director No. of Board Meetings held during the last financial Year No. of Board Meetings Attended No. of Memberships in Boards of other Public Companies Board # Comm ittee Attendance of each Director at last AGM 5 5 NIL 2 Yes Director 5 5 NIL 2 Yes Director 5 5 NIL 2 Yes Director Yes # Membership in Audit and Investor/Shareholder Grievance Committee of Public Limited Companies (including NCC Bluewater Products Ltd) only. The Meetings of the Board of Directors of the Company were held on the following dates: 30th May, 2011, 11th August, 2011, 14th November, 2011, and 13th February,2012 Information Supplied to the Board As a policy measure, all the major decisions, which involve new investments and capital expenditure, in addition to the matters which statutorily require Board approval, are put up for consideration of the Board. The relevant information is regularly provided to the Board as part of the agenda papers well in advance of the Board meetings or is tabled at the Board Meeting. The information provided to the Board include 7

8 delay in share transfer etc., The Board also reviews compliance reports of all laws applicable to the company, prepared by the Company as well as steps taken by the company to rectify instances of non-compliances if any. 3. AUDIT COMMITTEE OF THE BOARD: In terms of clause 49 of the Listing Agreement, an Audit Committee comprises of three Directors viz., Dr. G Subba Rao (Chairman of the Committee) Sri U Jayachandra, and Sri Y D Murthy. The Committee met on the following dates, 30th May, 2011, 11th August, 2011, 14th November, 2011, and 13th February, 2012 The terms of reference as stipulated by the Board to the Audit Committee include a. Oversight of the Company s financial reporting process and the disclosure of its financial information. b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. c. Reviewing with management the annual financial statements before submission to the board, focussing primarily on (i) Any changes in accounting policies and practices. (ii) Major accounting entries based on exercise on judgement by management. (iv) Significant adjustments arising out of audit. (v) The going concern assumption. (vi) Compliance with accounting standards. (vii) Compliance with Stock Exchange and legal requirements concerning financial statements. d. Reviewing with the management, external and the adequacy of internal control systems. 4. REMUNERATION COMMITTEE OF THE BOARD: The Board of the company has constituted a Remuneration Committee of the Board, comprising of Sri U Jayachandra (Chairman of the Committee), Dr. G Subba Rao and Sri Y D Murthy. The Committee has been constituted to recommend/review the remuneration package of the Wholetime Director. No Remuneration was paid during the financial year to any director. 5. SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE : The Board of the Company constituted a Shareholders /Investors Grievance Committee comprising of, Sri Y D Murthy (Chairman of the Committee), Sri U Jayachandra and Dr.G Subba Rao as its members. The Committee, inter alia, approves the issue of duplicate certificates and oversees and reviews all matters connected with servicing of investors, and recommends measures for overall improvement in the quality of investor services. The Company has not received any complaint during the year. 8

9 6. GENERAL BODY MEETINGS : YEAR AGM TIME PLACE A.M A.M A.M No Special Resolutions were passed in Annual General Meetings held during past three years Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad Postal Ballot: There were no items of business requiring passing of resolution through Postal Ballot 7. DISCLOSURES: a. During the year certain transactions have been entered into with related parties. The details thereof have been given under Note No.15 forming part of Notes on Accounts. b. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Management Discussion and Analysis Report is a part of the Annual Report. 8. GENERAL SHAREHOLDERS INFORMATION: 19th Annual General Meeting : Date : 28th September, 2012 Time : A.M Venue : Sri Sagi Ramakrishnam Raju Community Hall, Madhuranagar, Hyderabad Financial Calendar : The Tentative Calendar of events for the financial year is given below: Results for year ending March, 31, May,2013 Book closure date : 22nd September, 2012 to 28th September, 2012 (both days inclusive) Listing of Equity Shares Exchange : BSE Limited Stock Code : BSE Code : Demat ISIN Number in : ISIN NO : INE630N01019 NSDL & CDSL For Equity Shares 9

10 Market price Data : During the year there has been no trading in the Equity Shares of the Company. Share Transfer System : The share transfers which were received in physical form were processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being found valid and complete in all respects. The company has appointed M/s. Karvy Computershare Pvt Ltd w.e.f. December 1, 2011 in place of M/s. Sathguru Management and Consultants (Pvt.) Ltd. Who have discontinued their operations on the same terms and conditions as the Registrar and Transfer Agents for dealing with all the activities connected with both physical and demat segments pertaining to the share transactions of the company. Distribution of Shareholding : As on , the distribution of Company s Shareholding was as follows: Category (No of shares) Shareholders Shares From To Number % of Total Number % of Total 1 5, ,001 10, ,001 20, ,001 30, ,001 40, ,001 50, ,00, ,00,001 And above Total Investor s correspondence Physical/Electronic mode : M/s.Karvy Computershare Pvt Ltd Plot No.17-24, Vittal Rao Nagar Madhapur, Hyderabad Ph. No s Fax: einward.ris@karvy.com Investor s General Correspondence : The Secretarial Department NCC House, 9th Floor Madhapur, Hyderabad Ph. No s: Fax : investors@nccbpl.com Website: Declaration of Compliance with the Code of Conduct I hereby confirm that the company has obtained from all the members of the Board affirmation that they have complied with the Code of Conduct Board members in respect of the financial year ended 31st March, 2012 Place: Hyderabad Date: For NCC Bluewater Products Limited J S N Raju Wholetime Director 10

11 1. INDUSTRY STRUCTURE AND DEVELOPMENTS MANAGEMENT S DISCUSSION AND ANALYSIS India is the Second largest producer of Shrimp in the world after China. There are about three lakh farmers engaged in Shrimp Farming in India. Against the potential of lakhs Hectares, only 1.5 lakhs of Hectares of land has been brought under Aqua Culture. Andhra Pradesh has Nine Coastal Districts with a coast line of 974 kms. having an estimated potential brackish water area of 1,50,000 Hectares for shrimp farming out of which an area of about 75,000 Hectares is under Aqua Culture cultivation. This constitutes about 47% of total area under Aqua Culture in India. Due to persistent viral attacks most of the corporate aquaculture companies had discontinued their operations and shut their processing plants due to heavy losses. 2. OPPORTUNITIES AND STRENGTHS The company is considering various possibilities to restructure its business operations. 3. RISKS AND CONCERNS The aquaculture structure in the country has become highly risky and hence your Company curtailed the level of operations and has disposed off the processing plant. The company is considering other avenues of business. 4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Management has formulated Internal Control Systems to ensure safeguarding of the assets and interests of the company. The Internal Control Systems are devised to promote operational efficiencies at the work place. The Internal Controls are reviewed by the Audit Committee of the Board. 11

12 AUDITOR S CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of NCC BLUEWATER PRODUCTS LIMITED We have examined the compliance of conditions of Corporate Governance by NCC Bluewater Products Limited for the year ended 31st March, 2012, as stipulated in Clause 49 of the Listing Agreement of the Company with stock exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has generally complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievances are pending for a period exceeding one month against the Company as per records maintained by the Shareholder s/investor s Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For M.Bhaskara Rao & Co., Chartered Accountants K. Krishna Murty Partner M.No

13 To The Members of M/s NCC BLUEWATER PRODUCTS LIMITED 1. We have audited the attached Balance Sheet of M/s NCC BLUEWATER PRODUCTS LIMITED as at 31st March 2012 and also the Profit and Loss account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company s Management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003 as amended, issued by the Central Government in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in paragraph 4 & 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. ii. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books. iii. The Balance Sheet, Profit & loss account and Cash flow statement referred to in this report are in the agreement with the books of account. AUDITOR S REPORT iv. The Balance Sheet, Profit & loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, v. On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a Director in term of clause (g) of sub section (1) to section 274 of the Companies Act, vi. We draw attention to the Note No.2 in the Notes on accounts relating to preparation of financial statements on a going concern basis. The company has discontinued its business. The accumulated losses as at 31st March, 2012 have eroded the net worth of the company. These factors along with the other matters set forth in Note No.2 raise substantial doubt that the company will be able to continue as a going concern. 5. Subject to Para (vi) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with notes on accounts and the significant accounting policies, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, ii) In the case of the Profit & Loss Account, of the loss for the year ended on that date; and iii) In the case of the Cash Flow Statement, of the Cash flows for the year ended on that date. For M. BHASKARA RAO & CO., CHARTERED ACCOUNTANTS. K. Krishna Murty PARTNER M.No:19693 Place: Visakhapatnam Date:

14 ANNEXURE TO AUDITOR S REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) According to the information and explanations given to us, the management have physically verified the fixed assets during the year and no material discrepancies were noticed on such verification. (c) The company has not disposed off substantial part of fixed assets during the Year. ii. Clause (a), (b) & (C) not applicable since the company does not have inventory. iii. (a) The company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 and therefore clauses (b),(c) and (d) of Para (iii) of the companies (Auditor s Report) Order,2003 are not applicable. (b) The company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956,therefore, clauses (f ) and (g) of para (iii) of the companies (Auditor s Report) Order, 2003 are not applicable. iv. In our opinion and according to the information and explanations given to us, the internal control systems for purchase of inventory and fixed assets and for the sale of services are commensurate with size of the company and nature of its business. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls. v. As there was no transaction requiring entries in Register in pursuance of Section 301 of the Act and accordingly clauses (a) and (b) are not applicable to the Company. vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and Rules there under are not applicable to the company. vii. There is no internal Audit system in vogue for the period covered by the Audit. viii. In respect of this company, maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, ix. According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2012 for a period of more than six months from the date on which they became payable. x. The company has accumulated losses eroding its net worth as at 31st March 2012 and it has incurred cash losses in the financial year. 14 xi. According to the information and explanations given to us, the company has not availed any loans from the Financial Institutions and Banks. The Company has not issued any debentures. xii. Based on the verification of records and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. xiii. In our opinion, the company is not a Chit Fund or a Nidhi / Mutual Benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor s Report) Order 2003 are not applicable to the company. xiv. In our opinion, the Company is not dealing in or trading in Shares, Securities, debentures and other investments, accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor s Report) Order 2003 are not applicable to the company. xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions. xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loans are availed during the year. xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to short term asset. Therefore the provisions of clause 4(xvi) of Companies (auditors report) order, 2003 are not applicable to the Company. xviii. The company has not made any preferential allotment to parties and companies covered under register maintained under section 301 of the Companies Act, 1956, during the year. xix. According to the information and explanations given to us and the records examined by us, no debentures were issued by the company. xx. The Company has not raised any money through public issue during the year. xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year. For M. BHASKARA RAO & CO., Chartered Accountants KRISHNA MURTY PARTNER M.No Place: Visakhapatnam Date:

15 BALANCE SHEET AS AT 31 MARCH, 2012 Particulars Note No. As at 31 March, 2012 As at 31 March, 2011 EQUITY AND LIABILITIES Shareholders funds (a) Share capital 1 77,500 77,500 (b) Reserves and surplus 2 (116,502) (105,527) (39,002) (28,027) Non-current liabilities (a) Long-term borrowings 3 66,553 64,885 (b) Deferred tax liabilities (net) 5,704 (c) Other long-term liabilities ,380 65,008 Current liabilities (b) Other current liabilities (c) Short-term provisions TOTAL 34,126 37,688 ASSETS Non-current assets (a) Fixed assets (i) Tangible assets 7.A 32,655 36,540 Current assets (a) Cash and cash equivalents (b) Short-term loans and advances (c) Other current assets TOTAL 34,126 37,688 See accompanying notes forming part of the financial statements As per our report of even date attached For M.Bhaskara Rao & Co. For and on behalf of the Board of Directors Chartered Accountants NCC Bluewater Products Limited K.Krishna Murty U.Jayachandra J S N Raju Partner Director Whole Time Director Place : Visakhapatnam Date :

16 Statement of Profit and Loss for the year ended 31 March, 2012 Particulars Note No. "For the year ended 31 March, 2012" "For the year ended 31 March, 2011" DISCONTINUING OPERATIONS Other income Total revenue Expenses (a) Employee benefits expense (b) Finance costs (c) Depreciation and 7.B 3,885 3,888 amortisation expense (d) Other expenses 14 1,417 1,789 Total expenses Profit / (Loss) before tax (5,271) (5,916) Tax expense: 5704 (a) Current tax expense - - (b) Deferred tax 5704 Profit / (Loss) after tax (10,975) (5,916) Note: Since operations are not continued, EPS is not calculated. See accompanying notes forming part of the financial statements As per our report of even date attached For M.Bhaskara Rao & Co. Chartered Accountants For and on behalf of the Board of Directors NCC Bluewater Products Limited K.Krishna Murty U.Jayachandra J S N Raju Partner Director Whole Time Director Place : Visakhapatnam Date :

17 Cash Flow Statement for the year ended 31 March, 2012 Particulars For the year ended 31 March, 2012 For the year ended 31 March, 2011 A. Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax (5,271) (5,916) Adjustments for: Depreciation and amortisation 3,885 3,888 (1,386) (2,028) Changes in working capital: Adjustments for (increase) / decrease in operating assets: Short-term loans and advances (20) Long-term loans and advances - Other current assets (284) - 2,052 Other non-current assets (304) - Adjustments for increase / (decrease) in operating liabilities: Other current liabilities 37 Short-term provisions 5 42 Net cash flow from / (used in) operating activities (A) (1,648) 24 Net cash flow from / (used in) investing activities (B) - - C. Cash flow from financing activities Proceeds from long-term borrowings Net cash flow from / (used in) financing activities (C) Net increase / (decrease) in Cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Effect of exchange differences on restatement of foreign currency Cash and cash equivalents Cash and cash equivalents at the end of the year * Comprises: (a) Cash on hand (c) Balances with banks (i) In current accounts As per our report of even date attached For M.Bhaskara Rao & Co. For and on behalf of the Board of Directors Chartered Accountants NCC Bluewater Products Limited K.Krishna Murty U.Jayachandra J S N Raju Partner Director Whole Time Director Place : Visakhapatnam Date :

18 Notes forming part of the financial statements for the year ended 31 March 2012 Note 1 Share capital Particulars As at 31 March, 2012 As at 31 March, 2011 Number of shares Number of shares (a) Authorised 8,000,000 80,000 8,000,000 80,000 Equity shares of ` 10 each with voting rights 8,000,000 80,000 8,000,000 80,000 (b) Issued Equity shares of `10 each with voting rights 7,750,000 77,500 7,750,000 77,500 (c) Subscribed and fully paid up Equity shares of ` 10 each with voting rights 7,750,000 77,500 7,750,000 77,500 7,750,000 77, ,750, ,500 Total 7,750,000 77,500 7,750,000 77,500 Particulars Opening Balance Fresh issue Bonus ESOP Conve rsion Buy back Other changes (give details) Closing Balance Equity shares with voting rights Year ended 31 March, Number of shares 7,750, ,750,000 - Amount (Rs.) 77,500, ,500,000 Year ended 31 March, Number of shares 7,750, ,750,000 - Amount (Rs.) 77,500, ,500,000 Details of shares held by each shareholder holding more than 5% shares: Class of shares / Name of shareholder As at 31 March, 2012 As at 31 March, 2011 Number of shares held % holding in that class of shares Equity shares with voting rights A V S R HOLDINGS PVT. LTD. 2,210, Number of shares held % holding in that class of shares Note 2 Reserves and surplus Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Capital reserve Opening balance 2,500 2,500 Add: Additions during the year (give details) - - Less: Utilised / transferred during the year (give - - details) Closing balance 2,500 2,500 Opening balance (108,027) (102,111) Add: Profit / (Loss) for the year (10,975) (5,916) Closing balance (119,002) (108,027) Total (116,502) (105,527) 18

19 Notes forming part of the financial statements for the year ended 31 March 2012 Note 3 Long-term borrowings Particulars As at 31 March, 2012 As at 31 March, 2011 Loans and advances from related parties (Refer Note) Secured Unsecured 66,553 64,885 Total 66,553 64,885 Particulars Particulars Terms of repayment and security* As at 31 March, 2012 As at 31 March, 2011 Secured Unsecured Unsecured Loans and advances from related parties: NCC Limited 66,477 64,810 NCC Finance Limited Total - Loans and advances from related parties 66,553 64,885 Note 4 Other long-term liabilities Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Trade Payables: (i) Acceptances - - (ii) Other than Acceptances Total Note 5 Other current liabilities Particulars As at 31 March, 2012 As at 31 March, 2011 (b) Other payables "(i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) " 3 3 (ii) Payables on purchase of fixed assets (iii) Others- Salaries payable Electricity charges payable Audit fee payable Local taxes payable Total Note 6 Short-term provisions Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Provision for employee benefits: (i) Provision for gratuity (net) Total

20 Notes forming part of the financial statements for the year ended 31 March 2012 Note 7 Fixed assets Tangible assets "Balance as at 1 April, 2011" Addi tions Borrowing cost capitalised Gross block Other adjustments "Balance as at 31 March, 2012" (a) Land Freehold (b) Buildings Own use (c) Plant and Equipment Owned Canal, ponds & reservoirs Electrical and Mechanical (d) Furniture and Fixtures Owned (e) Vehicles Owned (i) lab Equipment Owned Total Previous year 100, ,326 Note 7 A Fixed assets (contd.) Tangible assets Accumulated depreciation and impairment Balance as at 1 April, 2011 Depreciation / amortisation expense for the year Balance as at 31 March, 2012 Balance as at 31 March, 2012 Net block Balance as at 31 March, 2011 (a) Land Freehold ,751 10,751 (b) Buildings Own use 9, ,886 9,805 10,373 (c) Plant and Equipment Owned Canal, ponds & reservoirs 35,215 2,154 37,369 7,982 10,136 Electrical and Mechanical 19,081 1,156 20,238 4,104 5,260 (d) Furniture and Fixtures Owned (e) Vehicles Owned (i) Lab equipment Owned Total 63,786 3,885 67,671 32,655 36,540 Previous year 59,898 3,888 63,786 36,540 40,428 20

21 Notes forming part of the financial statements for the year ended 31 March 2012 Note 7.B Fixed assets (contd.) Depreciation and amortisation relating to continuing operations: Particulars Depreciation and amortisation for the year on tangible assets as per Note 12 A Depreciation and amortisation relating to continuing operations "For the year ended 31 March, 2012" "For the year ended 31 March, 2011" 3,885 3,888 3,885 3,888 Note 8 Cash and cash equivalents Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Cash on hand (b) Balance with banks in current accounts Total Note 9 Short-term loans and advances Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Security deposits Unsecured, considered good Doubtful (b) Balances with government authorities TDS receivable Total Note 10 Other current assets Particulars As at 31 March, 2012 As at 31 March, 2011 (a) Accruals (i) Interest accrued on deposits (b) Others (i) Lease receipts Total Note 11 Other income Note (i) (ii) Particulars Interest income: Interest on income tax refund For the year ended 31 March, 2012 For the year ended 31 March, Other non-operating income comprises: Rental income from investment properties Total - Other non-operating income

22 Notes forming part of the financial statements for the year ended 31 March 2012 Note 12 Employee benefits expense Particulars For the year ended 31 March, 2012 For the year ended 31 March, 2011 Salaries and wages Contributions to provident and other funds Total Note 13 Finance costs Particulars For the year ended 31 March, 2012 For the year ended 31 March, 2011 (a) Interest expense on: (b) Other borrowing costs 5 3 Total 5 3 Note 14 Other expenses Particulars For the year ended 31 March, 2012 For the year ended 31 March, 2011 Power and fuel Repairs and maintenance - Buildings 16 - Repairs and maintenance - Others * Rates and taxes Communication * Travelling and conveyance * Printing and stationery* Legal and professional * 843 1,026 Payments to auditors (Refer Note (i) below) Miscellaneous expenses * Total 1,417 1,789 Note 14 Other expenses (contd.) Notes: Particulars For the year ended 31 March, 2012 For the year ended 31 March, 2011 (i) Payments to the auditors comprises (net of service tax input credit, where applicable): As auditors - statutory audit Total

23 Notes forming part of the financial statements for the year ended 31 March 2012 Note 15 Disclosures under Accounting Standards (contd.) Note Particulars 15 Related party transactions 15.1.a Details of related parties: Description of relationship Names of related parties Associates NCC Limited Note: Related parties have been identified by the Management. Details of related party transactions during the year ended 31 March, 2012 and balances outstanding as at 31 March, 2012: 15.1.b Particulars Associates Total Finance (including loans and equity contributions in cash or in 66,553 66,553 kind) as on As on ,885 64,885 Note Particulars As at 31 March, Deferred tax (liability) / asset Tax effect of items constituting deferred tax liability On difference between book balance and tax balance of fixed 6784 assets Tax effect of items constituting deferred tax liability 6784 Tax effect of items constituting deferred tax assets On difference between book balance and tax balance of fixed 1,080 assets Tax effect of items constituting deferred tax assets 1,080 Net deferred tax (liability) / asset 5,704 The deferred tax liability which was not recognised in the previous years is now recognised to the extent of Rs thousands. An amount of Rs.1080 thousands reversed in the FY As at 31 March,

24 Notes forming part of the financial statements Note Particulars 1 Corporate information The company main business implementation of an Integrated Aqua Culture Project. The Indian Aqua Industry continued to pass through a difficult period, in view of Virus and other related problems. Due to persistent viral attacks most of the corporate aquaculture companies had discontinued their operations and shut their processing plants due to heavy losses. The company is considering various possibilities to restructure its business operations. During the year under review, company had earned a Gross Income of Rs.3.64 lakhs including Lease Income of Rs lakhs received from M/s. Samasthi Gas Energy Ltd in respect of Lease Agreement with Ms. Samasthi Gas Energy Ltd. In view of the not so favorable situation prevailing in the aqua industry, the company is considering various possibilities to restructure its business operations. 2 Significant accounting policies Basis of accounting and preparation of financial statements a) Fixed assets are accounted at cost of acquisition inclusive of inward freight, duties and taxes and incidentals relating to acquisition. b) Depreciation on fixed assets is provided on straight-line method at the rates specified under schedule XIV of the Companies Act 1956 in force. c) Assets under installation or under construction as at the Balance Sheet date are shown under Capital Work in Progress. d) Finished goods are valued at actual cost or net realisable value whichever is less. Raw materials, stores and spares are valued at Purchase cost. Seed and stock in process are valued at actual cost. e) Revenue Recognition: i. Sale of goods is recognised at the point of dispatch of goods to the customers. ii. Interest income on deposit with banks is reckoned on accrual basis. f ) Foreign Currency Transactions: i. Transactions in foreign currency are recorded in the reporting currency by applying the exchange rate prevalent at the date of transaction. ii. The exchange differences arising on foreign currency transactions are recognised in the period in which they arise, except exchange difference on account of forward exchange contracts, which are recognised over the life of the contract. g) Share issue and preliminary expenses are written off to profit and loss account over a period of ten years. Deferred revenue expenses are written off to profit and loss account over a period of 5 years. h) Retirement Benefits: i Contribution to provident fund is charged to revenue ii Gratuity and leave encashment liabilities have been provided for on an estimated basis on the assumption that such benefits are payable to all the employees at the end of accounting year. i) Receipts from Government such as CST reimbursement, subsidies etc are accounted on receipt basis j) Government Grants: Capital investments subsidy received by the company is treated as capital reserve. 24

25 k) Borrowing Costs: Interest on Bank Borrowings and other short term and long-term borrowings is recognised as expenses in the year in which they are incurred. 3 The Company has drawn up its accounts on a Going Concern basis not withstanding the erosion of its net worth, accumulated losses and closure office business. In order to overcome the current situation and to put the company on track, it is exploring alternative business operations 4 Interest on amounts brought by M/s. NCC Limited [NCCL] for settlement of Bank dues was not provided as NCCL assumed the liability to pay out the secured creditors under corporate guarantee against which mortgage of immovable properties is made. 5 Balances from sundry debtors, Loans and Advances and Sundry Creditors are subject to confirmation. 6 Act, 1956 I. Details of Licensed and Installed capacity CURRENT YEAR PREVIOUS YEAR QTY VALUE VALUE QTY (` In Lacs) (` In Lacs) a. Licensed Capacity i) Hatchery Shrimp Seed NOT APPLICABLE ii) Farm Head on Shrimp NOT APPLICABLE b. Installed Capacity (As certified by the Management) i) Hatchery Shrimp Seed 160 MPA 160 MPA ii) Farm Head on Shrimp 504 TPA in 50 ponds of 1 Ha each 504 TPA in 50 ponds of 1 Ha each c. Actual Production i) Hatchery Shrimp Seed ii) Farm Head on Shrimp d. Sales : - Head on Shrimp Shrimp Seed e. Opening stock - Head Less Shrimp Shrim Seed f. Closing Stock - Head Less Shrimp Shrimp Seed

26 II. Value of Raw materials Components are spares parts Consumed CURRENT YEAR Raw Materials % Components & spare parts % Raw Materials PREVIOUS YEAR % Components & spare parts Imported Nil Nil Nil Nil Nil Nil Nil Nil Indigenous Nil Nil 59, Nil , Total Nil Nil 59, Nil , III. Earnings in Foreign currency - Export of Goods on FOB basis Nil. (Previous Year Nil) 7 Previous year figures have been regrouped/reclassified wherever necessary to conform to current year classification. % As per our report of even date attached For M.Bhaskara Rao & Co. Chartered Accountants For and on behalf of the Board of Directors NCC Bluewater Products Limited K.Krishna Murty U.Jayachandra J S N Raju Partner Director Whole Time Director Place : Visakhapatnam Date : Important Communication to Members The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by to its members. To support this green initiative of the Government in full measure, members who have not registered their addresses, so far, are requested to register their addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register the same with the Registrar and Share Transfer Agent (RTA) M/s. Karvy Computershare Pvt.Ltd. Unit: NCC Blue Water Products Limited. Plot No.17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad id: : einward.ris@karvy.com